10.31.2018

CME Acquisition Of NEX Approved

In 29 March 2018, the boards of NEX and CME announced that they had reached an agreement on the terms of a recommended share and cash acquisition of the entire issued and to be issued share capital of NEX (the “Acquisition”). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the “Scheme Document”). On 18 May 2018, the Scheme was approved by the NEX Scheme Shareholders at the Court Meeting.

The Acquisition was made subject to the Conditions set out in Part 3 of the Scheme Document, including the receipt of the relevant regulatory approvals from the FCA and regulators in the United States, Germany, Italy and Sweden, the requisite pre-notifications being made in Hong Kong and the successful completion of the antitrust review process in the UK and the United States.

NEX and CME are pleased to confirm that they have received clearance from the UK Competition and Markets Authority for the Acquisition. Therefore, all of the conditions relating to regulatory and antitrust approvals have now been satisfied or (where capable of waiver) waived.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Next steps and timetable

The Scheme remains subject to certain conditions including sanction by the Court at the Court Hearing (expected to take place on 1 November 2018) and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the Scheme receiving the sanction of the Court and the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document) the Scheme is expected to become effective on 2 November 2018.

The expected timetable of principal events for the implementation of the Scheme is set out below. If any changes to the key dates and/or times set out in the timetable are made, NEX and CME will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on NEX’s website at: https://www.nex.com/offer and CME’s website at: https://www.cmegroup.com/nex-group.

Goldman Sachs International is also acting as a financial adviser to NEX, and Merrill Lynch International (“BofA Merrill Lynch”) is acting as corporate broker to NEX. Clifford Chance LLP are retained as legal advisers to NEX. Skadden, Arps, Slate, Meagher & Flom are retained as legal advisers to CME.

Source: NEX

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